Form of Stock Option Agreement, to be entered into by and between Emerald Holding, Inc. and Herv Sedky

Exhibit 10.3

NON-CA RESIDENTS

EMERALD HOLDING, INC.
2017 OMNIBUS EQUITY PLAN

STOCK OPTION AGREEMENT

THIS AGREEMENT (the “Agreement”), effective as of __________, 2021 (the “Date of Grant”), is between Emerald Holding, Inc., a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).

Section 1.Grant of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of such number of Shares (“Option Shares”) as is set forth on the signature page hereto (subject to adjustment as provided in Section 12 of the Emerald Holding, Inc. 2017 Omnibus Equity Plan (as may be amended from time to time, the “Plan”)) on the terms and conditions set forth in this Agreement and in the Plan, a copy of which is being delivered to the Optionee concurrently herewith and is made a part hereof as if fully set forth herein. The Option Shares shall be divided into three tranches as set forth on the signature page hereto, which shall consist of (i) the “Tranche A Option,” (ii) the “Tranche B Option,” and (iii) the “Tranche C Option,” the vesting and exercisability of each of which shall be subject to the satisfaction of the conditions specified in Section 4.1 below. The grant shall be accepted upon the execution of this Agreement by both parties hereto. Except as otherwise defined herein, capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. The Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

Section 2.Purchase Price. The price (the “Option Price”) at which the Optionee shall be entitled to purchase the Tranche A Options, the Tranche B Options, and the Tranche C Options, respectively, upon exercise, shall be the price per Share set forth on the signature page hereto (subject to adjustment as provided in Section 12 of the Plan).

Section 3.Term of Option. The Option shall be exercisable to the extent and in the manner provided herein until the close of business on the day preceding the 10^th anniversary of the Date of Grant (the “Term”); provided, however, that the Option may be earlier terminated as provided in Section 6, 7 or 8 hereof; and provided further that, subject to Section 7 and 8, if, as of the date the Option would otherwise terminate the Optionee is not permitted by applicable law or an insider trading policy of the Company to exercise the Option, the Term of the Option will be automatically extended until a date that is thirty (30) days after the prohibition no longer applies.

Section 4.Exercisability of Option.

4.1.Vesting. Subject to the provisions of this Agreement and the Plan, the Option shall vest and become exercisable in accordance with the following schedule, which, for the sake of clarity, shall be applied separately for each of the Tranche A Options, the Tranche B Options, and the Tranche C Options:

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(a)Prior to the first anniversary of the Vesting Commencement Date, the Option may not be exercised (unless the Committee otherwise so determines in its sole discretion);

(b)On the first anniversary of the Vesting Commencement Date but before the second anniversary of the Vesting Commencement Date, the Option may be exercised to acquire up to 20% of the aggregate number of Option Shares;

(c)On the second anniversary of the Vesting Commencement Date but before the third anniversary of the Vesting Commencement Date, the Option may be exercised to acquire up to 40% of the aggregate number of Option Shares, less any Option Shares previously acquired pursuant to the Option;

(d)On the third anniversary of the Vesting Commencement Date but before the fourth anniversary of the Vesting Commencement Date, the Option may be exercised to acquire up to 60% of the aggregate number of Option Shares, less any Option Shares previously acquired pursuant to the Option;

(e)On the fourth anniversary of the Vesting Commencement Date but before the fifth anniversary of the Vesting Commencement Date, the Option may be exercised to acquire up to 80% of the aggregate number of Option Shares, less any Option Shares previously acquired pursuant to the Option; and

(f)On the fifth anniversary of the Vesting Commencement Date, the Option may be exercised to acquire up to 100% of the aggregate number of Option Shares, less any Option Shares previously acquired pursuant to the Option.

For purposes of the foregoing, the “Vesting Commencement Date” shall mean the date identified as such in the tender offer issued to employee option holders prior to the Date of Grant (but in no event later than January 31, 2021).

Notwithstanding the foregoing, if a Change in Control occurs, subject to Optionee’s continued employment through the date of such Change in Control, the Option shall become 100% vested and exercisable as of immediately prior to the Change in Control.

The portion of the Option which becomes vested and exercisable as described in this Section 4.1 is hereinafter referred to as the “Vested Portion.”

Section 5.Manner of Exercise and Payment.

5.1.Notice of Exercise. The Option shall be exercised when written notice of such exercise in substantially the form attached hereto as Exhibit A or such other form as the Committee may require from time to time (the “Exercise Notice”), signed by the person entitled to exercise the Option, has been delivered to the Company in accordance with the provisions of Section 9.6 hereof. The Exercise Notice shall state that the Optionee is electing to exercise the Option, shall set forth the number of Option Shares in respect of which the Option is being exercised and shall be signed by the Optionee or, where applicable, by the Optionee’s legal representative.

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5.2.Deliveries. The Exercise Notice described in Section 5.1 shall be accompanied by payment of the full Option Price for the Option Shares in respect of which the Option is being exercised, together with any withholding taxes that may be due as a result of the exercise of the Option, which shall be payable as provided in Section 9.11 below. The payment of the Option Price to be made by any of the following methods, as elected by the Optionee: (a) delivery to the Company of a certified or bank check payable to the order of the Company, (b) cash by wire transfer or other immediately available funds to an account designated by the Company, (c) a broker-assisted “cashless exercise” program, or (d) only if the Committee so permits, having withheld from the number of Option Shares otherwise issuable following the exercise of the Option the number of Option Shares having a Fair Market Value equal to the exercise price or (e) by another method or combination of methods under procedures established by the Company.

5.3.Issuance of Shares. Subject to Section 18.2 of the Plan, upon receipt of the Exercise Notice and full payment for the Option Shares in respect of which the Option is being exercised (in any form permitted above), the Company shall take such action as may be necessary under applicable law to cause the issuance to the Optionee of the number of Option Shares as to which the Option was exercised and the Optionee shall cooperate to the fullest extent requested by the Company (including by executing such documents and providing such information) as may be necessary to effect the issuance of such Option Shares in compliance with all applicable law. If the Optionee fails to make any of the deliveries required by Section 5.2 of this Agreement, the Optionee’s exercise shall not be given effect and the Shares shall not be issued to the Optionee.

5.4.Shareholder Rights. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Option Shares until: (a) the Option shall have been exercised in accordance with the terms of this Agreement and the Optionee shall have paid the full Option Price for the number of Option Shares in respect of which the Option was exercised and any withholding taxes due, (b) the Company shall have issued the Option Shares to the Optionee and (c) the Optionee’s name shall have been entered as a holder of record on the books of the Company. Upon the occurrence of all of the foregoing events, the Optionee shall have full ownership rights with respect to such Option Shares.

5.5.Prohibition Against Transfer of Option Shares.

(a)The Optionee may not directly or indirectly, sell (including by way of “net settlement” or broker-assisted exercise), transfer, assign, donate, contribute, pledge, hypothecate, encumber or otherwise dispose of (any of the foregoing, a “Transfer”) any Option Shares held by the Optionee, or any interest therein, except in accordance with Section 5.5(b) or (c) below or with the prior written consent of the Company authorized by affirmative vote of a majority of the members of the Board.  Notwithstanding the foregoing, the sale by the Optionee (including by “broker-assisted” sale or net settlement of all or a portion the Option) of Option Shares in order to satisfy any withholding or other taxes associated with the exercise of the Option shall not be deemed to be a Transfer for purposes of this Section 5.5 (and, for the avoidance of doubt, shall not be subject to the limitations set forth in this Section 5.5).

(b)The restrictions contained in Section 5.5(a) shall not apply with respect to (i) any Transfer of Option Shares to members of the Optionee’s “Family Group”, (ii) any Transfer

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of Option Shares to the Company and (iii) any Transfer of Option Shares to any Person in connection with a merger, consolidation, acquisition, sale, exchange, recapitalization, reorganization, or similar transaction, in each case as approved by the Board; provided, that the restrictions contained in this Section 5.5 shall continue to be applicable to the Option Shares after any such Transfer pursuant to clause (i), and provided further that the transferees of such Option Shares pursuant to clause (i) shall have agreed in writing to be bound by the restrictions contained herein.  Any Transfer or attempted Transfer of any Option Shares in violation of any provision of this Agreement shall be null and void ab initio, and the Company shall not record such Transfer on its books or treat any purported transferee of such Option Shares as the owner of such shares for any purpose.  For purposes of the foregoing, “Family Group” means the Optionee, along with any trust, foundation or similar entity controlled by the Optionee, the only beneficiaries of which, or a corporation, partnership or limited liability company, the only stockholders, limited and/or general partners or members, as the case may be, of which, include only the Optionee, the Optionee’s parents, the Optionee’s spouse, the Optionee’s descendants (whether natural or adopted), and spouses of the Optionee’s descendants.

(c)Notwithstanding the provisions of Section 5.5(a) and (b), the Optionee may Transfer a number of Option Shares that does not exceed eighty five percent (85%) of the aggregate number of shares originally granted pursuant to this Option Agreement multiplied by a percentage equal to a fraction, the numerator of which is the number of shares of Common Stock disposed of by the Onex Partners V, LP between the Date of Grant and the date of the Optionee’s proposed sale of Option Shares and the denominator of which is the number of shares of Common Stock that would have been held by the Onex Partners V, LP if it had converted its holdings of preferred stock into Common Stock as of the Date of Grant.

(d)The provisions of this Section 5.5 shall terminate automatically upon the earliest to occur of (i) the second anniversary of the date on which the Option becomes fully vested hereunder and (ii) the death or Disability of the Optionee, (iii) the Termination of the Optionee without Cause (as defined in the Employment Agreement between the Optionee and Emerald X, LLC dated as of November ___, 2020 (the “Employment Agreement”)), and other than due to death or Disability, in which case clause (ii) shall apply), in which case the provisions of this Section 5.5 shall lapse with respect to the aggregate number of Option Shares held at the time of such Termination in equal installments on each of the six (6) month anniversary, twelve (12) month anniversary, and eighteen (18) month anniversary of the date of Termination, (iv) a Change in Control (in which case such termination shall occur immediately prior thereto) or (v) the date as of which Onex Partners V, LP no longer holds (either directly or that it may hold if it were to convert its holdings of preferred shares) at least 20% of the number of shares of Common Stock that would have been held by Onex Partners V, LP if it had converted its holdings of preferred stock into Common stock as of October 27, 2020 (disregarding, for purposes of determining whether its holdings are below such threshold, any shares attributable to accreting dividends on its preferred shares or other similar securities).

Section 6.Termination.

6.1.Termination. If the Optionee Terminates, (a) subject to Section 4.1(f) and Section 3.2(a) of the Employment Agreement, the Option, other than the Vested Portion of the Option, shall terminate and be of no further force and effect as of and following the close of

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business on the date of such Termination, and (b) the Vested Portion of the Option shall be exercisable by the Optionee during the Post-Termination Exercise Period (as defined below), but in no event after the expiration of the Term. Any portion of the Vested Portion of the Option that, following the Optionee’s Termination, is not exercised prior to the expiration of the Post-Termination Exercise Period shall terminate at the end of the Post-Termination Exercise Period. Notwithstanding anything in this Agreement or the Plan to the contrary, the Option, whether or not exercisable, shall immediately terminate (a) upon a Termination of the Optionee by the Company or a Subsidiary for Cause, (b) in the event that the Optionee materially violates any provision of Section 7 hereof or (c) in the event that the Optionee materially violates any provision of any Restrictive Agreement (as hereinafter defined).

6.2.“Post-Termination Exercise Period” shall mean the period commencing on the Optionee’s Termination and ending at the close of business on the 90^th day after the date of the Optionee’s Termination. Notwithstanding anything to the contrary herein, in the event of the Optionee’s death or Disability, the Post-Termination Exercise Period shall mean the period commencing on the Optionee’s death or Disability and ending at the close of business on the 180^th day after the date of the Optionee’s death or Disability.

Section 7.Prohibited Conduct. In consideration of and as a condition to the grant of the Option, the Optionee agrees to the provisions set forth in this Section 7.

7.1.No Sale or Transfer. The Optionee shall not sell, transfer, assign, grant a participation in, gift, hypothecate, encumber, mortgage, create any lien, pledge, exchange or otherwise dispose of the Option or any portion thereof other than to the extent permitted by Section 11.2 of the Plan.

7.2.Right to Terminate Option. The Optionee understands and agrees that the Company has granted this Option to the Optionee to reward the Optionee for the Optionee’s future efforts and loyalty to the Company and its affiliates by giving the Optionee the opportunity to participate in the potential future appreciation of the Company. Accordingly, if the Optionee (a) engages in any Prohibited Conduct, or (b) is convicted of a felony against the Company or any of its affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice, to terminate the Option (including the Vested Portion of the Option), or any unexercised portion thereof, which shall be of no further force and effect. For the sake of clarity, the foregoing rights of the Company in this Section 7.2 apply only to the outstanding portion of the Option, and shall not apply to any Shares acquired upon exercise of any portion of the Option.

For purposes of this Agreement,

“Prohibited Conduct” means Optionee has materially breached any restrictive covenant to which he is subject under the Employment Agreement.

Section 8.Corporate Transaction. Subject to Section 4(g), the provisions of Section 13 of the Plan shall apply to this Option in the event of a Corporate Transaction.  In no event will any portion of the Option, whether vested or unvested, be terminated in connection with any Corporate Transaction that is not a Change in Control unless such portion has been fully accelerated as of

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immediately prior to the Corporate Transaction (and treated in accordance with Section 13.1(b)(i) of the Plan) or continued in accordance with Section 13.1(a) of the Plan (and the requirements set forth herein).

Section 9.Miscellaneous.

9.1.Acknowledgment. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as the same may be amended from time to time. The Optionee hereby acknowledges that the Optionee has reviewed the Plan and this Agreement and understands the Optionee’s rights and obligations thereunder and hereunder. The Optionee also acknowledges that the Optionee has been provided with such information concerning the Company, the Plan and this Agreement as the Optionee and the Optionee’s advisors have requested.

9.2.Reserved.

9.3.Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a)Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of Delaware applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

(b)Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.

9.4.Specific Performance. Each of the parties agrees that any breach of the terms of this Agreement will result in irreparable injury and damage to the other party, for which there is no adequate remedy at law. Each of the parties therefore agrees that in the event of a breach or any threat of breach, the other party shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach or continued breach, and/or compelling specific performance of the Agreement, without having to prove the inadequacy of money damages as a

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remedy or balancing the equities between the parties. Such remedies shall be in addition to any other remedies (including monetary damages) to which the other party may be entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with any such equitable remedy.

9.5.Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

9.6.Notice. Unless otherwise provided herein, all notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (a) as of the date delivered, if delivered personally or by email, (b) on the date the delivering party receives confirmation, if delivered by facsimile, (c) three business days after being mailed by registered or certified mail (postage prepaid, return receipt requested) or (d) one business day after being sent by overnight courier (providing proof of delivery), to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section:

(a)If to the Company:

Emerald Holding, Inc.
100 Broadway, 14th Floor

New York, NY 10005
Attention: Mitchell Gendel; ***@***

(b)If to the Optionee, at the most recent address contained in the Company’s records.

with a copy (not constituting notice hereunder) to:

Moulton | Moore | Stella _LLP

Frank Gehry Building

2431 Main Street, Suite C

Santa Monica, CA 90405

Attention:   Adam Stella

Email: ***@***

9.7.Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and any of their respective successors, personal representatives and permitted assigns who agree in writing

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to be bound by the terms hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by the Optionee without the prior written consent of the Company.

9.8.Amendments and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified, supplemented or cancelled, in whole or in part, prospectively or retroactively, in each case by the Committee; provided that no such action shall adversely affect the Optionee’s rights under this Agreement without the Optionee’s consent. The waiver by a party hereto of a breach by another party hereto of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach by such other party or as a waiver of any other or subsequent breach by such other party, except as otherwise explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

9.9.Counterparts. This Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

9.10.Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the terms of the Plan shall govern.

9.11.Withholding. Whenever Option Shares are to be issued upon exercise of the Option, to satisfy the withholding amount (determined in accordance with applicable law, in each case, at up to the maximum statutory withholding rate if so elected by Optionee), the Company will (i) if so permitted by the Committee, withhold from the Option Shares otherwise issuable upon a Payment Date the number of Option Shares having a Fair Market Value equal to the withholding amount, (ii) arrange a broker-assisted “sell-to-cover” transaction, or (iii) permit the Recipient to provide to the Company an amount in cash in order to satisfy the withholding amount.

9.12.No Right to Continued Employment or Business Relationship. This Agreement shall not confer upon the Optionee any right with respect to continued employment or a continued business relationship with the Company or any affiliate thereof, nor shall it interfere in any way with the right of the Company or any affiliate thereof to Terminate such Optionee at any time.

9.13.General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for

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convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Sections refer to Sections of this Agreement. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the Date of Grant:

EMERALD HOLDING, INC.

Agreed and acknowledged as
of the Date of Grant:

Name: Hervé Sedky

900,000¹ Shares (the “Tranche A Option”);

1,050,000 Shares (the “Tranche B Option”); and

1,050,000 Shares (the “Tranche C Option”)

Tranche A Option Price:$3.52 per Share

Tranche B Option Price:$6.00 per Share

Tranche C Option Price:$8.00 per Share

Exhibit A

EMERALD HOLDING, INC.
NOTICE OF OPTION EXERCISE

Subject to the terms and conditions hereof, the undersigned (the “Purchaser”) hereby elects to exercise his or her option to purchase ______ shares (the “Shares”) of Emerald Holding, Inc. (the “Company”) under the Emerald Holding, Inc. 2017 Omnibus Equity Plan (the “Plan”) and the Stock Option Agreement dated as of ____________ (the “Option Agreement”). The purchase price for the Shares shall be $______ per Share for a total purchase price of $______ (subject to applicable withholding taxes).

The Purchaser tenders herewith payment of the full Option Price in the form of (circle applicable method(s)):

The Purchaser will deliver any other documents that the Company requires in connection with this exercise election.

In connection with the purchase of Shares, Purchaser represents and covenants the following:

Please record the ownership of such Shares in the name of:

Name:  

Address:  

Social Security or Tax I.D. Number:

Signature:

Dated:, 20__